Boris Jordan Gave Miguel Martin Five Days. Eleven Weeks Later, Curaleaf Asked Alberta to Freeze Aurora's Stock.

The two men met over video on June 22, 2026. Boris Jordan runs Curaleaf Holdings as chairman and chief executive, holds roughly 18 percent of its economics and, through multi-voting shares, about 69 percent of its votes. Miguel Martin is executive chairman and chief executive of Aurora Cannabis, a Canadian company with no debt and a European medical business that has tripled in two years. The meeting was cordial enough. It did not produce a deal.

On July 7, Curaleaf put roughly US$4.00 a share in front of Aurora's board with five days to respond. Aurora did not respond the way Jordan wanted. On August 11 he took it public, adding a cap of US$5.00. On August 18 the bid formally commenced: 0.3463 of a Curaleaf share plus US$0.75 in cash for every Aurora common share, open until 5:00 p.m. Mountain Time on December 1, 2026. (S1, S2)

On September 2, Aurora's board filed a directors' circular. A special committee of independent directors had reviewed the offer, taken a written opinion from its financial adviser dated September 1, and come back unanimous. The recommendation to shareholders was to take no action and tender nothing. "Shareholders of Aurora should understand plainly: Curaleaf is not offering you fair value for your shares," Martin said. (S3, S4)

Jordan's answer was not about multiples. "Not once has there been a counteroffer presented to us, which shows managements' motives to preserve their own positions versus creating value for shareholders," he said. Elsewhere he put it less formally. (S2)

“The guy's got a very good job. Why would Miguel want to lose that position?”

— Boris Jordan, Chairman and CEO, Curaleaf Holdings

Then, on September 14 and 15, the fight moved to a regulator. Curaleaf filed an application with the Alberta Securities Commission asking it to stop Aurora from issuing new shares through its at-the-market program while the bid is outstanding. Curaleaf's position is that the issuances are an improper and abusive defensive tactic, that they have diluted Aurora shareholders by roughly 11 percent since the program began and about 5 percent since June 2026, and that they have raised the cost of its offer by more than US$11 million. (S5, S6)

Aurora's reply was that the program was announced in February 2026, more than six months before Curaleaf launched anything, that it has been dormant for weeks, and that the application is a distraction. Martin's framing of the board's duty was the sharpest line of the week: its job is to maximize value for Aurora shareholders, not to make Aurora cheaper for Curaleaf to buy. (S6)

Aurora's case is that Curaleaf is offering paper for cash. The circular puts the bid 63 percent below peer group trading multiples on 2026 revenue and 23 percent below on 2026 EBITDA even after crediting a 35 percent control premium. Recent Canadian cannabis transactions, Aurora says, have cleared at an average of 1.8 times revenue, which on Aurora's numbers implies about US$7.03 a share. TD Securities, in August, told the board it believed the bid undervalues Aurora and does not adequately reflect its medical cannabis leadership. (S1, S3)

Aurora also argues the two balance sheets are not comparable. It is debt-free with roughly C$149 million in cash as of June 30. Curaleaf carries over US$1 billion in debt and, in Martin's telling, is asking Aurora's shareholders to hand over control of their cash without paying for it. On losses, Aurora's circular counts C$1,009 million of net losses at Curaleaf between 2023 and 2025 against C$181 million at Aurora. (S1, S3, S4)

Curaleaf counts differently. Its rebuttal leads with C$4.67 billion in cumulative impairments at Aurora, which is the number that captures the decade in which Aurora bought and wrote off most of the Canadian industry. Both figures are real. They measure different things over different windows, and each side has picked the window that flatters it, which is what a contested bid looks like from the outside. (S2)

Strip out the invective and the deal is about Germany, Poland, the UK and Australia. Aurora's European and international medical revenue grew from C$41.0 million in 2024 to C$131.8 million in 2026. It runs four EU-GMP certified facilities totalling 353,400 square feet and supplies 72 percent of its EU-GMP product from its own sites. Curaleaf's international footprint is one small Portuguese site with no GMP cultivation, and it sources roughly 20 percent of its international supply internally against a stated target of 50 to 75 percent. (S1, S2)

That gap is the entire commercial logic. Curaleaf has the distribution, the clinics and the patient funnel in Europe; Aurora has the licensed production. Buying Aurora closes the supply gap in one transaction rather than five years of capex and regulatory qualification. Juan Martínez, who runs Curaleaf International, has made the cultural argument for why his side should be trusted with it: "The founder of our UK clinic runs our UK clinic. We don't fly someone in from the head office." (S2)

Aurora's counter is that it is already executing the same plan on its own account, pointing to its £2.1 million purchase of Internode Pharma and HAP Pharma on August 19. It does not need a buyer to reach the market it is already leading.

The objection that should matter most to an institutional holder is not valuation. It is the share class. Aurora shareholders who tender would end up with roughly 7.7 percent of the combined company's equity and 3.2 percent of its votes, because Jordan's multi-voting shares are not going anywhere. In June 2026, Curaleaf's board removed the automatic conversion trigger that would have collapsed the dual-class structure on a U.S. listing, a change independent shareholders approved with 79.66 percent support.

So the trade on offer is this: give up a liquid, debt-free Canadian issuer where your votes count, and receive a minority economic stake in a leveraged Delaware-domiciled company where they effectively do not. Aurora's circular stacks further procedural objections on top: that the December 1 expiry falls short of the 105-day minimum under Canadian takeover rules, that the required French-language newspaper notice was not published in Quebec, that no Section 85(1) tax-deferral election was offered to Canadian holders, that the Delaware domicile changes dividend tax treatment in ways the bid circular did not disclose, and that shareholders in 29 U.S. states would be forced to take cash rather than shares. (S1, S3)

There is a version of this where Jordan is right. Aurora has destroyed more shareholder capital than almost any company in the sector's history, its Canadian recreational business has never justified the assets built for it, and a board that rejects every price without producing a counteroffer is behaving in a way that is at least consistent with management protecting itself. Jordan's complaint that no counteroffer has ever been tabled is factually accurate and is the strongest thing he has said in eleven weeks.

There is also a version where Martin is. Aurora is reportedly working alternative offers with unnamed third parties, which is exactly what a board that thinks the price is too low is supposed to do, and a competing bid would settle the valuation argument faster than any circular. Kingsdale Advisors is running Aurora's shareholder campaign, which is a sign the company expects this to go to a real contest rather than a quiet expiry.

1. Alberta Securities Commission, A decision on Curaleaf's application to halt Aurora's at-the-market program. The first binding ruling in the fight.
2. Any competing offer, Aurora has said it is exploring alternatives; a second bidder would reprice the entire argument.
3. The 105-day question, Whether the December 1 expiry survives, or whether Curaleaf is forced to extend into 2027.
4. December 1, 2026, 5:00 p.m. Mountain Time, The bid expires unless extended. Tender levels at expiry are the only number that ultimately settles it.

Jordan's five-day ultimatum in July was a bet that Aurora's board would rather negotiate than fight. Eleven weeks on, the board has filed a circular calling the offer harmful, hired a proxy firm, gone looking for a white knight, and kept its ATM on the shelf, and Curaleaf is in front of a securities regulator in Calgary arguing about share issuances from February.

The two men are still describing the same two companies. One of them says he is offering a premium to shareholders trapped in a business that has lost C$4.67 billion. The other says he is defending a debt-free company from a buyer who wants its cash and cannot pay for it in anything but his own stock. Between now and December 1, Aurora's shareholders have to decide which of them is describing the company they own.

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